[8-K] PARAMOUNT GROUP, INC. Reports Material Event

Rhea-AI Filing Summary

TruGolf Holdings (TRUG) 8-K: Nasdaq had cited three deficiencies—bid price, market value of publicly held shares (MVPHS) and shareholders’ equity. After a 15 May 2025 hearing, the panel gave deadlines (8 Jul for bid price; 30 Jul for MVPHS & equity) and transferred the listing to Nasdaq Capital Market on 3 Jun.

On 17 Jul Nasdaq confirmed TRUG met the $1.00 bid-price requirement. To fix the other metrics the company: (1) converted $3.9 m insider notes into 165,663 Class B and 84,662 Class A shares at $15.602; (2) exchanged $3.94 m of convertible notes for 3,938 Series A preferred shares; and (3) received ~$5 m cash from warrant exercise for 5,555 Series A preferred shares. Management now believes stockholders’ equity is comfortably above the $2.5 m rule. As of 29 Jul the float includes 872,919 Class A shares.

The filing does not state whether Nasdaq has formally verified compliance with the MVPHS and equity standards.

Positive

• Nasdaq confirmed compliance with the $1.00 bid-price rule
• $5 million cash infusion from warrant exercise strengthens liquidity
• Debt-for-equity conversions eliminate ~$7.9 million of liabilities and raise shareholders’ equity above the $2.5 million threshold

Negative

• Formal Nasdaq confirmation of MVPHS and equity compliance is still pending
• Issuance of new common and preferred shares dilutes existing shareholders

Insights

Securities Analyst

TL;DR: Debt-for-equity swaps plus $5 m cash likely restore listing compliance, but dilution risk and pending Nasdaq sign-off remain.

Analysis: Converting $3.9 m of insider debt and $3.94 m of convertibles removes leverage and adds equity, addressing the $2.5 m shareholders’ equity threshold and improving the balance sheet. The $5 m cash infusion from warrant exercise bolsters liquidity ahead of seasonally weaker Q3 cash flow. Transfer to Nasdaq Capital Market lowers quantitative hurdles, increasing the probability of maintaining listing. However, roughly 256k new common and 9.5k new preferred shares dilute existing holders and could pressure EPS once the company becomes profitable. Nasdaq has only confirmed bid-price compliance; MVPHS and equity verification is still outstanding, so headline risk persists until a formal notice is received.

Corporate Governance Expert

TL;DR: Insider note conversions ease debt load and signal support, yet reliance on related-party deals may raise governance scrutiny.

The board accepted conversion of affiliate notes at the prior-day close, avoiding a discount that could trigger shareholder backlash and demonstrating alignment between insiders and public investors. Still, the use of related-party instruments for capital management could attract questions from proxy advisors about independence and valuation fairness. Moving to the Capital Market tier reduces corporate governance standards versus Global Select, which investors should monitor.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2025

Paramount Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36746	32-0439307
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1633 Broadway New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol		Name of each exchange on which registered
Common stock of Paramount Group, Inc., $0.01 par value per share		PGRE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2025, Paramount Group, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of that press release as well as the supplemental information referred to in the press release are available on the Company’s website and are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. This Item 2.02 and the attached Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The Company will host a conference call and audio webcast on Thursday, July 31, 2025 at 10:00 a.m. Eastern Time (ET), during which management will discuss the second quarter results and provide commentary on business performance. A question and answer session with analysts and investors will follow the prepared remarks.

The conference call can be accessed by dialing 877-407-0789 (domestic) or 201-689-8562 (international). An audio replay of the conference call will be available from 2:00 p.m. ET on July 31, 2025 through August 7, 2025 and can be accessed by dialing 844-512-2921 (domestic) or 412-317-6671 (international) and entering the passcode 13754465.

A live audio webcast of the conference call will be available through the “Investors” section of the Company’s website, www.pgre.com. A replay of the webcast will be archived on the Company’s website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number				Description
	99.1			Press release dated July 30, 2025 and entitled “Paramount Announces Second Quarter 2025 Results”
	99.2			Supplemental information entitled “Paramount Group, Inc. Supplemental Operating and Financial Data for the Quarter Ended June 30, 2025”
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARAMOUNT GROUP, INC.
Date: July 30, 2025	By:	/s/ Ermelinda Berberi
	Name:	Ermelinda Berberi
	Title	Executive Vice President, Chief Financial Officer and Treasurer

FAQ

Why did TruGolf Holdings (TRUG) file this 8-K?

To update investors on actions taken to regain compliance with Nasdaq listing requirements for bid price, MVPHS and shareholders’ equity.

Has TRUG regained full Nasdaq compliance?

Bid-price compliance is confirmed; the company believes equity and MVPHS standards are met but awaits Nasdaq confirmation.

How did TruGolf increase shareholders’ equity?

By converting $3.9 m of affiliate notes and $3.94 m of convertible notes into equity and receiving $5 m cash from warrant exercise.

What is the current share count for TRUG?

As of 29 Jul 2025, the company has 872,919 Class A common shares outstanding.

Will these transactions dilute existing shareholders?

Yes. The issuance of new common and preferred shares increases the total share base, reducing each existing share’s ownership percentage.